-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WKCYTh1uztnSxH8WXokfu1eVLbh7J8bsqQrv8HxD1Veu8edFGVNMnG0Mu3LUB8DQ NAfKPICleZQpYtPLldRdmQ== 0000927016-99-002532.txt : 20030213 0000927016-99-002532.hdr.sgml : 20030213 19990706184458 ACCESSION NUMBER: 0000927016-99-002532 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990421 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19990706 DATE AS OF CHANGE: 19990709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS AUTOMATION INC CENTRAL INDEX KEY: 0000933974 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 043040660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25434 FILM NUMBER: 99659760 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 5084531112 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSBORO STATE: MA ZIP: 01824 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event): APRIL 21, 1999 BROOKS AUTOMATION, INC. (Exact name of registrant as specified in its charter) Delaware 0-25434 04-3040660 -------- ------- ---------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 15 Elizabeth Drive Chelmsford, Massachusetts ---------------------------------------- (Address of principal executive offices) 01824 ---------- (Zip Code) (978) 262-2566 -------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) 1 The undersigned registrant hereby amends its Current Report on Form 8-K filed on May 6, 1999, as follows: Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS. (a) Financial Statements of Businesses Acquired The following audited financial statements of Hanyon Technology, Inc. ("Hanyon"), together with the report thereon by Samil Accounting Corporation, appear as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by this reference: Balance Sheet as of December 31, 1998 Income Statement for the year ended December 31, 1998 Statement of Appropriation of Retained Earnings for the year ended December 31, 1998 Statement of Cash Flows for the year ended December 31, 1998 Notes to the Financial Statements The historical financial statements of Hanyon included herein have been prepared in accordance with Korean generally accepted accounting principles (Korean GAAP). Financial statements prepared in accordance with U.S. GAAP would require adjustments primarily related to sales under long-term contracts and income taxes. (b) Pro Forma Financial Information The following unaudited pro forma condensed consolidated financial statements of the Registrant and Hanyon appear as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by this reference: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1999 Unaudited Pro Forma Condensed Consolidated Income Statement for the six months ended March 31, 1999 Unaudited Pro Forma Condensed Consolidated Income Statement for the year ended September 30, 1998 Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements (c) Exhibits 2.01 Stock for Cash Purchase Agreement dated as of March 31, 1999, among the Registrant, Hanyon, and the selling stockholders (filed with Current Report on Form 8-K on May 6, 1999). 23.01 Consent of PricewaterhouseCoopers LLP 99.1 The following audited financial statements of Hanyon together with the report thereon by Samil Accounting Corporation: Balance Sheet as of December 31, 1998 Income Statement for the year ended December 31, 1998 Statement of Appropriation of Retained Earnings for the year ended December 31, 1998 Statement of Cash Flows for the year ended December 31, 1998 Notes to the Financial Statements 99.2 The following unaudited pro forma consolidated condensed financial statements of the Registrant and Hanyon: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1999 Unaudited Pro Forma Condensed Consolidated Income Statement for the six months ended March 31, 1999 Unaudited Pro Forma Condensed Consolidated Income Statement for the year ended September 30, 1998 Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements 2 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. BROOKS AUTOMATION, INC. By: /s/ ELLEN B. RICHSTONE ----------------------------- Ellen B. Richstone Senior Vice President and Chief Financial Officer July 6, 1999 3 EX-23.01 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-95268, 333-07313,333-22717,333-66457, 333-66429 and 333-66455) of Brooks Automation, Inc. of our report dated June 2, 1999, with respect to the financial statements of Hanyon Technology, Inc. appearing in Amendment No. 1 to the Current Report on Form 8-K/A of Brooks Automation, Inc. dated July 6, 1999. Samil Accounting Corporation Seoul, Korea July 5, 1999 EX-99.1 3 REPORT OF INDEPENDENT ACCOUNTANTS EXHIBIT 99.1 HANYON TECHNOLOGY, INC. ----------------------- Balance Sheet -------------
Korean Won ----------------------- December 31, 1998 ----------------------- Current assets; Cash & cash equivalents (Note 3) 64,356,360 Bank deposits (Notes 4,10) 5,324,316,479 Short-term loans to shareholders and employees 45,129,640 Other current assets (Note 5) 125,210,253 ----------------------- sub-total 5,559,012,732 Non-current assets; Restricted deposits (Note 4) 3,000,000 Investment securities (Note 6) 91,922,000 Key money deposits 417,895,000 Long-term loans to shareholders and employees (Note 7) 215,000,000 Group severance deposit (Note 2) 200,049,315 Telephone right 790,000 Membership 39,000,000 PP&E, net (Notes 2,8) 481,365,210 ----------------------- Total assets 7,008,034,257 ======================= Current liabilities; Accounts payable 70,317,925 Accrued expenses (Note 9) 219,000,000 Withholdings 26,502,645 Advance receipts (Notes 2, 13) 519,051,100 Current income tax liability 937,218,816 Short term borrowings from shareholders and employees 45,000,000 ----------------------- sub-total 1,817,090,486 Non-current liabilities; Accrued severance indemnities (Note 2) 414,688,798 ----------------------- Total liabilities 2,231,779,284 ----------------------- Common stock (Note 1) 150,000,000 Capital surplus 115,557,000 Retained earnings (Note 12) 4,510,697,973 ----------------------- Total shareholders' equity 4,776,254,973 ----------------------- Total liability and shareholders' equity 7,008,034,257 =======================
See the accompanying notes to the financial statements. 1 HANYON TECHNOLOGY, INC. ----------------------- Income Statement ----------------
Korean Won --------------------------- For the year ended December 31, 1998 --------------------------- Net sales (Notes 2,13) 8,211,607,541 Cost of goods sold 574,825,500 --------------------------- Gross profit 7,636,782,041 Selling, general and administrative expenses (Note 14) 3,662,837,495 --------------------------- Operating income 3,973,944,546 --------------------------- Other income (expenses), net; Interest income 499,575,424 Rent income 1,175,000 Foreign exchange gain (losses), net (469,018,460) Gain on exemption of debt 34,027,650 Prior period adjustment (Note 2,13) (446,852,156) Miscellaneous (139,076,348) --------------------------- (520,168,890) --------------------------- Income before income tax provision 3,453,775,656 Income tax provision 1,116,353,836 --------------------------- Net Income 2,337,421,820 ---------------------------
See the accompanying notes to the financial statements. 2 HANYON TECHNOLOGY,INC. ---------------------- Statement of Appropriation of Retained Earnings -----------------------------------------------
Korean Won ----------------------- For the year ended December 31, 1998 ----------------------- Unappropriated retained earnings before appropriation: Retained earnings brought forward from prior year 1,786,803,523 Net income for the year 2,337,421,820 ----------------------- 4,124,225,343 Appropriations: Reserve for business rationalization 74,039,946 Reserve for technical development 355,924,193 ----------------------- 429,964,139 ----------------------- Unappropriated retained earnings carried to subsequent year (Note 12) 3,694,261,204 =======================
See the accompanying notes to the financial statements. 3 HANYON TECHNOLOGY,INC --------------------- Statement of Cashflows ----------------------
Korean Won ------------------------ For the year ended December 31, 1998 ------------------------ Cash flows from operating activities; Net income 2,337,421,820 Adjustments to reconcile net income to cash provided by operating activities Depreciation 241,971,758 Provision for accrued severance indemnities 168,564,690 Payments of severance indemnities (107,504,300) Decrease in accounts receivable 189,943,168 Decrease in advance payments (74,000,412) Increase in accounts payable 38,539,504 Increase in accrued expenses 219,000,000 Increase in income tax payable 834,765,841 Others, net 102,016,007 ------------------------ Net cash flows provided by operating activities 3,950,718,076 ------------------------ Cash flows from investing activities; Increase in bank deposits (3,981,567,723) Increase in short-term loans (2,797,448) Decrease in key money deposit 47,532,000 Disposition of fixed asset 1,570,820 Increase in group severance deposit (25,049,315) Acquisition of fixed asset (122,066,439) Acquisition of investment securities (91,872,000) Increase in restricted deposits (3,000,000) ------------------------ Net cash used by investing activities (4,177,250,105) ------------------------ Cash flows from financing activities; Decrease in short-term borrowing (34,656,850) ------------------------ Net cash used by financing activities (34,656,850) ------------------------ Net decrease in cash and cash equivalents (261,188,879) Cash and cash equivalents at beginning of year 325,545,239 ------------------------ Cash and cash equivalents at end of year 64,356,360 ========================
See the accompanying notes to the financial statements. 4 HANYON TECHNOLOGY, INC. ----------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- December 31, 1998 ----------------- 1. Organization and business of the Company ---------------------------------------- Hanyon Technology Inc. (the Company) was incorporated on July 21, 1989 under the laws of the Republic of Korea to engage in the software development, planning, research and consulting service of the automation system integration for semiconductor and electronic industries. As of December 31, 1998, the Company was authorized to issue 150,000 shares of common stock with W5,000 par value, and the number of shares of common stock issued and outstanding was 30,000 shares. On January 15, 1999, the Company issued 10,000 common shares for cash of W50 million to increase its capital. As of April 20, 1999, the Company's issued and outstanding common shares are 40,000 shares and paid-in capital amounts to W200 million. Under the "Stock for Cash Purchase Agreement" between Brooks Automation Inc. and shareholders of the Company dated March 31, 1999, Brooks Automation Inc. will purchase 90.5% of shares of the Company from the shareholders. 2. Summary of significant accounting policies ------------------------------------------- Basis of preparation of the financial statements ------------------------------------------------ The Company's books of accounts are maintained in Korean Won in accordance with the pertinent laws and regulations of the Republic of Korea and the accompanying Korean Won financial statements are prepared in conformity with generally accepted accounting principles in Korea (Korean GAAP). Accounting changes ------------------ The Company will change its accounting principles effective fiscal year 1999, in accordance with the revised Financial Accounting Standards (FAS) generally accepted in Korea. Initial application of these accounting changes are applied on a retroactive basis and the cumulative effect of such changes will be presented as an adjustment to the opening balance of retained earnings. In 1999, according to the revised FAS, the Company will adopt deferred income tax accounting and record its cumulative effect as an adjustment of beginning retained earnings at January 1, 1999. Management's estimates and assumptions -------------------------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management of making estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Financial instruments --------------------- The amounts reported for cash and cash equivalents, bank deposits, accounts receivable, certain other assets, accounts payable and accrued expenses approximate fair value due to their short maturities or market interest rates. Allowance for doubtful accounts ------------------------------- The Company records an allowance for doubtful accounts considering the collectibility of the outstanding accounts receivable balances at the balance sheet date and historical bad debt experience. Investment securities --------------------- Investment securities consist of government bonds and equity securities and are stated at cost. Foreign exchange ---------------- The assets and liabilities of the Company include amounts denominated in foreign currencies. As of December 31, 1998, these amounts have been translated into Korean won at the exchange rates in effect as of the balance sheet date. Gains and losses resulting from translation are included in current operating results. Property, plant and equipment ----------------------------- Property, plant and equipment are stated at acquisition cost. Depreciation is computed using the declining balance method based on estimated useful lives as prescribed by the Korean Corporate Income Tax Law. Improvements that significantly add to the productive capacity or extend the life of assets are capitalized. Expenditures for maintenance and repairs are charged to operation as incurred. 5 Accrued severance indemnities. ------------------------------ Under provisions of the Korean Labor Standards Law, an employee with more than one year of continuous service is entitled, upon termination of employment, to one month's pay, equivalent to the average of the last three months' compensation, for each year of service. The accruals for employees' severance indemnities at December 31, 1998 amounting to W414 million, approximate these liabilities. The accrued severance indemnities are funded approximately 48.2% at December 31, 1998 through a group insurance contract with Daehan Life Insurance Co. The amounts funded under this insurance contract are classified as group severance deposit. Subsequent accruals are to be funded at the discretion of the Company. Group severance deposits may only be withdrawn for the payment of severance benefits. Severance indemnities paid by the Company in 1998 amounted to W107 million. Prior period adjustments ------------------------ Prior period adjustments are corrections of errors and accounted for as direct charges to current income in 1998. Revenue recognition ------------------- A majority of the Company's contracts with customers consist of fixed price contracts and service revenue is recognized when a billing invoice is issued upon completion of each agreed-upon phase of the contracts. Downpayments received from the customer under the fixed price contract are deferred as advance receipts and amortized and recognized as service revenue at the time each phase of the contract is completed, in proportion to the billing amount of each phase. Income taxes ------------ The provision for income taxes in 1998 is based on corporation tax and resident tax surcharges currently payable. 3. Cash and cash equivalents ------------------------- The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents at December 31, 1998 consist of the following: Cash on hand W 8,076,647 Demand deposits 64,301,333 ----------------------- W 64,356,360 ======================= 4. Bank deposits ------------- Bank deposits at December 31, 1998 consist of the following: Saving deposits W 2,525,680,453 Deposit in foreign currencies 2,798,636,026 ----------------------- W 5,324,316,479 ======================= Deposits of W3 million included in non-current assets are restricted as to withdrawal as key money deposits for a checking account. 5. Other current assets -------------------- Other current assets as of December 31, 1998 are as follows: Accounts receivable - other W 21,495,848 Advance payment 101,467,000 Prepaid expenses 2,247,405 ----------------------- 6 W 125,210,253 ======================= 6. Investment securities --------------------- Investment securities as of December 31, 1998 consist of the following: Rate Amount --------- ------------------- Government Bond N/A W 50,000 Investment in common shares 22% 45,936,000 Stock subscription right 45,936,000 ------------------- W 91,922,000 =================== The Company invested US$66,000 to purchase 22% of Synergy Integration Technology Inc., located in Taiwan, on June 3, 1998. As of December 31, 1998, however, shares were issued for only 50% of the Company's investment with the remainder awaiting issuance until the other shareholders inject their portion of additional capital, which was completed on May 3, 1999. 7. Long-term loans to shareholders and employees --------------------------------------------- The Company provided housing loans to employees in the form of key money deposits amounting to W215 million as of December 31, 1998. 8. Property, plant and equipment ----------------------------- Property, plant and equipment as of December 31, 1998 consist of the following: Land W 161,851,432 Building 118,416,880 Vehicle 76,740,286 Furniture and fixture 964,007,834 Equipment 130,214,832 ---------------------- 1,451,231,264 Less: accumulated depreciation (969,886,054) ---------------------- W 481,365,210 ====================== 9. Accrued expenses ---------------- Accrued expenses as of December 31,1998 are as follows: Performance bonuses W 219,000,000 ----------------------- W 219,000,000 ======================= 7 According to the Company's profit sharing system for employees, the Company provides performance bonuses to employees determined as ten percent of net income generated under Korean GAAP. As of December 31, 1998, the Company accrued performance bonuses amounting to W219 million. 10. Assets and liabilities denominated in foreign currencies -------------------------------------------------------- Assets and liabilities denominated in foreign currencies at December 31, 1998, consist of the following: W 2,798,636,026 ------------------------ Bank deposits (U$ 2,317,135) ------------------------ 11. Income taxes ------------ The statutory corporate income tax rate for 1998 was 30.80% including resident tax surcharge. 12. Retained earnings ------------------ (1) Retained earnings at December 31, 1998 consist of the following: Appropriated retained earnings: Reserve for business rationalization W 245,307,255 Reserve for technical development 571,129,514 ------------------ 816,436,769 Unappropriated retained earnings carried forward to subsequent year 3,694,261,204 ------------------ W 4,510,697,973 ================== (2) Reserve for business rationalization The Tax Exemption Control Law requires that a company claiming tax credits should appropriate current tax reduction amount to reserve for business rationalization. This reserve is not available for other purpose except for deficit offset or capital transfer. (3) Reserve for technical development The Company is allowed to claim the amount of retained earnings appropriated for the reserve for technical development as deductions in its income tax return under the Tax Exemption Control Law. Actual expenses incurred for technical development should be offset against this reserve and any unused balance should be returned to taxable income within four years. 13. Sales contracts ---------------- The Company recognized its service revenue when a billing invoice is issued upon completion of each agreed-upon phase of the contract. Total contract amounts outstanding and unbilled amounts as of December 31, 1998 are as follows: Total Unbilled contracts amounts ------------- ------------- Winbond Fab4 $ 4,135,125 $ 1,544,343 8 USIC from SCU 2,059,819 1,108,379 Promos add-on 163,000 163,000 USIC add-on 517,000 517,000 Hyundai LCD 2,330,000 1,398,000 ------------- ------------- $ 9,204,944 $ 4,730,722 ============= ============= Advance receipts from the customer under fixed price contracts are deferred and recognized as revenue at the time each phase of the contract is completed in proportion to the billing amount of each phase. Advance receipts by contract are as follows: Winbond Fab4 W 304,479,805 (*) Winbond add on 36,720,000 ------------------ Winbond total 341,199,805 ------------------ USIC from SCU(B) 177,851,295 ------------------ Advance total W 519,051,100 ================== (*) During 1997, downpayment amounting to W442,879,716 (US$ 437,312) received from the Winbond Fab4 project were recorded as service revenue instead of advance receipts. The Company corrected this error in 1998 and recorded the amount as prior period adjustments in 1998. 14. Selling, general and administrative expenses --------------------------------------------- Selling, general and administrative expenses for the year ended December 31, 1998 are as follows: December 31, 1998 --------------------- Salaries W 1,115,479,500 Bonus 763,149,000 Provision for severance indemnities 168,564,690 Fringe benefits 85,742,715 Travel 698,043,660 Entertainment 82,873,140 Communications 45,502,111 Water and electricity 8,134,398 Taxes and dues 53,251,710 Depreciation 241,971,758 Rent 177,535,859 Repair 3,076,125 Insurance 20,047,318 Vehicle maintenance 16,243,765 Delivery 3,891,626 Training 15,499,778 Printing expenses 43,770,659 Supplies 32,389,205 Fees and commissions 47,192,340 Advertising 13,685,000 Samples 1,823,000 Subcontracts fee 5,000,000 Miscellaneous 19,970,048 -------------------- Total W 3,662,837,495 ==================== 9 Samil PricewaterhouseCoopers [LOGO APPEARS HERE] Accounting Corporation Report of Independent Accountants Logo Appears Here June 2, 1999 To the Board of Directors and Shareholders of Hanyon Technology, Inc. We have audited the accompanying balance sheet of Hanyon Technology, Inc. as of December 31, 1998 and the related statements of income, appropriations of retained earnings and cash flows for the year ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion, as independent accountants, on these financial statements, as to whether they have been prepared in conformity with financial accounting standards generally accepted in the Republic of Korea. For this purpose, we conducted our audit in accordance with auditing standards generally accepted in the Republic of Korea. In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Hanyon Technology, Inc. as of December 31, 1998 and the results of their operations, the changes in their retained earnings and their cash flows for the year ended December 31, 1998, in conformity with financial accounting standards generally accepted in the Republic of Korea. The accompanying financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and jurisdictions other than Korea. The standards, procedures and practices utilized to audit such financial statements are those generally accepted and applied in the Republic of Korea. /s/ Samil Accounting Corporation 10 EX-99.2 4 FINANCIAL INFORMATION EXHIBIT 99.2 ------------ UNAUDITED PRO FORMA FINANCIAL INFORMATION OF BROOKS AUTOMATION, INC INDEX TO THE FINANCIAL STATEMENTS Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1999 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended March 31, 1999 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended September 30, 1998 Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements 1 BROOKS AUTOMATION, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION The unaudited pro forma condensed consolidated financial information gives effect to the acquisition of Hanyon Technology, Inc. ("Hanyon") by Brooks Automation, Inc. (the "Company") on April 21, 1999. The Company acquired a 90.5% interest in Hanyon for approximately $6.6 million in cash. The acquisition has been accounted for under the purchase method of accounting. The pro forma combined balance sheet gives effect to the acquisition on Hanyon as if the acquisition had been completed as of March 31, 1999. The pro forma combined statements of operations give effect to the acquisition of Hanyon as if the acquisition had been completed at the beginning of the period. The pro forma combined statement of income for the year ended September 30, 1998, includes the audited financial information of the Company for the year ended September 30, 1998, and the unaudited financial information of Hanyon for the year ended December 31, 1998. The pro forma combined statement of income for the six months ended March 31, 1999, includes the unaudited financial information for the six months ended March 31, 1999, of both the Company and Hanyon. Hanyon's unaudited results of operations for the three months ended December 31, 1998, (including revenues and net income of $829,000 and $183,000, respectively) are included in the Unaudited Pro Forma Condensed Consolidated Statements of Operations for both the year ended September 30, 1998, and the six months ended March 31, 1999. The unaudited pro forma condensed consolidated financial statements are based on the historical consolidated financial statements of the Company and the unaudited historical financial statements of Hanyon and reflects certain pro forma adjustments based upon preliminary estimates, available information, and certain assumptions that management deems appropriate. 2 These Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with (1) the historical financial statements of Hanyon for the year ended December 31, 1998, which is included as an exhibit to this Form 8-KA and (2) the historical consolidated financial statements of the Company that are included in the Company's Annual Report on Form 10-K for the year ended September 30, 1998, and Interim Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. The Unaudited Pro Forma Condensed Consolidated Financial Statements are presented for comparative purposes only and are not intended to be indicative of actual consolidated results of operations or consolidated financial position that would have been achieved had the acquisition of Hanyon been consummated as of the dates indicated above nor do they purport to indicate results that may be attained in the future. 3 BROOKS AUTOMATION, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET -------------------------------------------------------- As of March 31, 1999
(Historical) (Historical) (Pro Forma) (Pro Forma) Adjustments and (In thousands) Brooks Hanyon (a) Eliminations Consolidated ------ ---------- ------------- ------------ ASSETS Current assets: Cash and cash equivalents $ 69,277 $4,357 $(7,320) (b) $ 66,314 Accounts receivable, net 23,123 2,398 (426) (e) 25,095 Inventories 16,839 - 16,839 Prepaids expenses and other current assets 9,075 186 9,261 ------------------------------------------------------------------ Total current assets 118,314 6,941 (7,746) 117,509 ------------------------------------------------------------------ Fixed assets, net 17,488 372 17,860 Goodwill 1,914 (c) 1,914 Other assets 4,370 729 5,099 ------------------------------------------------------------------ Total assets $140,172 $8,042 $(5,832) $142,382 ================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,473 $ 46 (426) (e) $ 5,093 Accrued expenses and other current liabilities 12,099 1,589 13,688 ------------------------------------------------------------------ Total current liabilities 17,572 1,635 (426) 18,781 ------------------------------------------------------------------ Other long-term liabilities 759 427 1,186 ------------------------------------------------------------------ Total liabilities 18,331 2,062 (426) 19,967 ------------------------------------------------------------------ Stockholders' equity: Minority shareholders' interest 574 (c) 574 Preferred stock - - - Common stock 111 239 (239) (c) 111 Additional paid-in capital 129,237 83 (83) (c) 129,237 Cumulative translation adjustment (431) (382) 382 (431) Deferred compensation (104) - (104) Retained earnings (accumulated deficit) (6,972) 6,040 (6,040) (c) (6,972) ------------------------------------------------------------------ Total stockholders' equity 121,841 5,980 (5,406) 122,415 ------------------------------------------------------------------ Total liabilities and stockholders' equity $140,172 $8,042 $(5,832) $142,382 ==================================================================
4 BROOKS AUTOMATION,INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED ------------------------------------------ STATEMENT OF OPERATIONS ----------------------- For the 6 months ended March 31, 1999
(Historical) (Historical) (Pro Forma) (Pro Forma) Adjustments and (In thousands, except share data) Brooks Hanyon (A) Eliminations Consolidated ----------- ----------- ------------ ---------------- Revenues $43,085 $2,075 (552) (e) $44,608 Cost of revenues 23,977 117 (552) (e) 23,542 ---------------------------------------------------------------------- Gross profit 19,108 1,958 0 21,066 ---------------------------------------------------------------------- Operating expenses: Research and development 8,797 0 8,797 Selling, general and administrative 11,920 1,377 191 (d) 13,488 ---------------------------------------------------------------------- Total operating expenses 20,717 1,377 191 22,285 ---------------------------------------------------------------------- Net income (loss) from operations (1,609) 581 (191) (1,219) Interest income, net 1,473 (78) 1,395 ---------------------------------------------------------------------- Net income (loss) before income taxes (136) 503 (191) 176 Income tax provision (benefit) 305 (40) 265 ---------------------------------------------------------------------- (441) 543 (191) (89) Minority shareholders' interest (52) (f) (52) ---------------------------------------------------------------------- Net income (loss) $ (441) $ 543 $(139) $ (37) ====================================================================== Loss per share: Basic $(0.04) $(0.00) Diluted $(0.04) $(0.00) Shares used in computing loss per share: Basic 11,028 11,028 Diluted 11,028 11,028
5 BROOKS AUTOMATION, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED ------------------------------------------ STATEMENT OF OPERATIONS ----------------------- For the 12 months ended September 30, 1998
(Historical) (Historical) (Pro Forma) (Pro Forma) Adjustments and (In thousands, except share data) Brooks Hanyon (a) Eliminations Consolidated ----- --------- ------------- ------------ Revenues $ 99,862 $7,453 $107,315 Cost of revenues 72,357 396 72,753 -------------------------------------------------------------- Gross profit 27,505 7,057 34,562 -------------------------------------------------------------- Operating expenses: Research and development 22,674 0 22,674 Selling, general and administrative 26,464 2,516 383 (d) 29,363 Acquisition-related and restructuring 3,722 0 3,722 -------------------------------------------------------------- Total operating expenses 52,860 2,516 383 55,759 -------------------------------------------------------------- Net income (loss) from operations (25,355) 4,541 (383) (21,196) Interest income, net 2,694 18 2,712 -------------------------------------------------------------- Net income (loss) before income taxes (22,661) 4,559 (383) (18,485) Income tax provision (benefit) (4,300) 1,465 (2,835) -------------------------------------------------------------- Net income (loss) (18,361) 3,094 (383) (15,650) Dividends on preferred stock 521 0 521 -------------------------------------------------------------- (18,882) 3,094 (383) (16,171) Minority shareholders' interest (294) (f) (294) -------------------------------------------------------------- Net income (loss) attributable to common stockholders $(18,882) $3,094 $ (89) $(15,877) =============================================================== Loss per share: Basic $(1.84) $(1.55) Diluted $(1.84) $(1.55) Shares used in computing loss per share: Basic 10,269 10,269 Diluted 10,269 10,269
6 NOTES TO BROOKS PRO FORMA FINANCIAL STATEMENTS (a) The balance sheet as of March 31, 1999, has been translated to US Dollars at a rate of 1228.00 Korean Won to 1.0 US Dollar. The statement of operations for the 6 months ended March 31, 1999, and the year ended September 30, 1998, have been translated to US Dollars at a rate of 1240.84 Korean Won and 1450.04 Korean Won, respectively, to 1.0 US Dollar. The Hanyon historical financial statements have been converted to US GAAP. (b) To reflect the cash paid to acquire Hanyon. (c) To eliminate Hanyon historical equity, to reflect transaction costs, and to reflect goodwill. This purchase accounting is based upon preliminary estimates. Goodwill will be amortized on a straight-line basis over 5 years. (d) To reflect six months and twelve months of amortization of goodwill for the six months ended March 31, 1999, and the year ended September 30, 1998, respectively. (e) To eliminate intercompany transactions as a result of intercompany software product sales. (f) To reflect the 9.5% minority shareholders' interest in Hanyon's earnings. 7 -----END PRIVACY-ENHANCED MESSAGE-----